Item 5. Other Information
ITEM 5. OTHER INFORMATION
Trading Arrangements
During the quarterly period covered by this report, the following directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (as such terms are defined in Item 408 of Regulation S-K) as set forth in the table below.
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Character of Trading Arrangement
Name and Title Action Taken Date of Action R ule 10b5-1* Non-Rule 10b5-1** Nature of Trading Arrangement Aggregate Number of Securities Duration of Trading Arrangement
John A. Scarlett, M.D.,
Former Chairman of the Board, President and Chief Executive Officer
(until March 10, 2025)
Terminated February 27, 2025 X Sale 1,374,298 1
July 12, 2024−
July 11, 2025, or such earlier date on which all shares under the plan are sold.
Susan Molineaux, Ph.D.
Director
Adopted March 14, 2025 X Sale 656,000 2
March 14, 2025 −
March 13, 2026 , or such earlier date on which all shares under the plan are sold.
* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
** "Non-Rule 10b5-1 trading arrangement" as defined in Item 408(c) of Regulation S-K under the Exchange Act.
1 Consists of 1,374,298 shares subject to stock options previously granted by Geron to Dr. Scarlett.
2 Consists of 656,000 shares subject to stock options previously granted by Geron to Dr. Molineaux.
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ITEM 6. EXHIBITS
Incorporation by Reference
Exhibit
Number Description Exhibit
Number Filing Filing Date File No.
10.1+
Non-Employee Director Compensation Policy, as amended *
10.2+
Offer Letter by and between the Registrant and Dawn C. Bir, effective March 17 , 2025 *
31.1+
Certification of Chief Executive Officer pursuant to Form of Rule 13a‑14(a), as adopted pursuant to Section 302(a) of the Sarbanes‑Oxley Act of 2002, dated May 7, 202 5 .
31.2+ Certification of Chief Financial Officer pursuant to Form of Rule 13a‑14(a), as adopted pursuant to Section 302(a) of the Sarbanes‑Oxley Act of 2002, dated May 7, 202 5 .
32.1+ Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, dated May 7 , 202 5 .**
32.2+ Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, dated May 7, 202 5 .**
101 The following materials from the Registrant’s March 31, 2025 Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 formatted in Inline Extensible Business Reporting Language (iXBRL) include: (i) Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024, (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2025 and 2024, (iii) Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2025 and 2024, (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 and (v) Notes to Condensed Consolidated Financial Statements.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
_____________________
+ Filed herewith.
* Management contract or compensation plan or arrangement.
** The certifications attached as Exhibits 32.1 and 32.2 that accompany this Report are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of this Report), irrespective of any general incorporation language contained in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
GERON CORPORATION
Date: May 7, 2025
By: /s/ MICHELLE ROBERTSON
MICHELLE ROBERTSON
Executive Vice President, Finance, Chief Financial Officer and Treasurer (Duly Authorized Officer and Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.